GTT COMMUNICATIONS,INC. (NYSE:GTT) Files An 8-K Submission of Matters to a Vote of Security Holders

ME Staff 8-k

6 years ago

GTT COMMUNICATIONS,INC. (NYSE:GTT) Files An 8-K Submission of Matters to a Vote of Security HoldersItem 5.07 Submission of Matters to a Vote of Security Holders.

At our 2018 Annual Meeting of Stockholders held on May30, 2018, our stockholders voted on five proposals:

1. To elect nine nominees set forth in the 2018 Proxy Statement to the Board of Directors, to serve for a one-year term expiring at the 2019 Annual Meeting or until their successors are duly elected and qualified or their earlier resignation or removal;

2. To approve a non-binding advisory resolution approving the compensation of our named executive officers;

3. To approve, for purposes of Section312.03 of the New York Stock Exchange Listed Company Manual, the issuance of certain shares of our common stock issuable to The Spruce House Partnership LP and to Acacia Partners LP and certain investment funds affiliated with Acacia Partners, L.P.;

4. To approve our 2018 Stock Option and Incentive Plan; and

5. To ratify the appointment of CohnReznick LLP as our independent registered public accounting firm for the current fiscal year ending December31, 2018.

At the close of business on April2, 2018, the record date for the determination of stockholders entitled to vote at the Annual Meeting, there were 44,805,696 shares of our common stock issued and outstanding and entitled to vote at the Annual Meeting.

The final vote tabulation for the proposals presented at the Annual Meeting, as received from American Stock Transfer in its capacity as the independent inspector of elections, is as follows:

The holders of 43,163,520 shares of our common stock were represented in person or by proxy at the Annual Meeting, constituting a quorum.

1. Election of Directors. At the Annual Meeting, each of the persons identified below was elected as a director, with the final voting results as specified below.

NomineeforDirector	VotesFor	VotesWithheld	Broker-NonVotes
Richard D. Calder,Jr.	35,314,513	72,535	7,776,472
H. Brian Thompson	35,075,794	311,254	7,776,472
S. Joseph Bruno	35,271,155	115,893	7,776,472
Rhodric C. Hackman	34,777,171	609,877	7,776,472
Howard E. Janzen	35,204,201	182,847	7,776,472
Nick Adamo	35,289,875	97,173	7,776,472
Theodore B. Smith,III	35,244,748	142,300	7,776,472
Elizabeth Satin	35,358,352	28,696	7,776,472
Julius Erving	35,022,064	364,984	7,776,472

2. Advisory vote on executive compensation.The stockholders approved on a non-binding advisory basis the compensation of our named executive officers by the votes set forth in the table below.

VotedFor	VotedAgainst	Abstain	BrokerNon-Votes
32,485,283	2,882,012	19,753	7,776,472

3. Authorization of the Issue of Common Stock. The stockholders approved, for purposes of Section312.03 of the New York Stock Exchange Listed Company Manual, the issuance of shares of common stock upon the conversion of the Company’s SeriesA Convertible Preferred Stock, par value $0.0001 per share, by the vote set forth below.

VotedFor	VotedAgainst	Abstain	BrokerNon-Votes
35,249,402	117,321	20,325	7,776,472

4. Approval of the 2018 Stock Option and Incentive Plan. The stockholders voted to approve the 2018 Stock Option and Incentive Plan by the vote set forth below.

VotedFor	VotedAgainst	Abstain	BrokerNon-Votes
31,694,895	1,169,765	2,522,388	7,776,472

5. Ratification of independent registered public accounting firm.The stockholders voted to ratify the appointment of CohnReznick LLP as our independent registered public accounting firm for the current fiscal year ending December31, 2018 by the vote set forth below.

VotedFor	VotedAgainst	Abstain	BrokerNon-Votes
40,435,019	91,536	364,377	2,272,588

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About GTT COMMUNICATIONS,INC. (NYSE:GTT)
GTT Communications, Inc. is a provider of cloud networking services. The Company offers a portfolio of global communications services, including EtherCloud wide area network services; Internet services; managed network and security services, and voice and unified communication services. The Company provides Layer 2 (Ethernet) and Layer 3 (multiprotocol label switching (MPLS)) solutions to meet the needs of multinational clients. The Company offers customers high-bandwidth global Internet connectivity and IP transit with availability and packet delivery. It offers managed network services, including managed equipment, managed security services and managed secure access. Its Tier 1 Internet protocol (IP) network delivers connectivity for its clients around the world. It provides services to multinational enterprises, carriers and government customers in over 100 countries. The Company’s global network assets are deployed in North America, South America, Europe, Asia and Australia.